高盛美股招股说明书(2026-07-08版)

GS Finance Corp. $Trigger Autocallable Notes Linked to theS&P 500Indexdueguaranteed by The Goldman Sachs Group, Inc.Investment Description® The amount you will be paid on your notes is based on the performance of S&P 500® Index. The notes are unsecured notes issued by GS Finance Corp. and guaranteed by The Goldman Sachs Group, Inc. The notes will mature on the stated maturity date unless they areautomatically called on any call observation date (quarterly, including the determination date).Your notes will be automatically called if the closing level of the index on any call observation date isgreater thanorequal tothe autocall barrier, resulting in a payment on the applicable call payment date following such call observation date for each $10 face amount of yournotes equal to the face amount per note plus the product of $10 times the applicable call return, and no further payments will be owed toyou under the notes. The call return increases the longer the notes are outstanding.If the notes are not automatically called and the closing level of the index on the determination date (the final index level) is greater than or equal to the downside threshold, you will receive the face amount of your notes at maturity. If, however, the notes are not automaticallycalled and the final index level is less than the downside threshold, you will receive less than the face amount of your notes, resulting in apercentage loss on your investment equal to the percentage change in the index from the trade date to the determination date (the indexreturn) and you could lose all of your investment.Investing in the notes involves significant risks. You may lose a significant portion or all of your investment and will not receive any coupon during the term of the notes. Higher call returns are generally associated with a greater risk of loss and a greater riskthat the notes will not be automatically called. The contingent repayment of principal applies only at maturity. Any payment onthe notes, including any repayment of principal, is subject to the creditworthiness of GS Finance Corp. and The Goldman SachsGroup, Inc. FeaturesAutomatic Call Feature –Your notes will be automatically called and you will receive the faceO amount of your notesplusthe product of $10 times the applicable call return on the related callpayment date if the closing level of the index isgreater thanorequal tothe autocall barrier on a callobservation date. The call return increases the longer the notes are outstanding. If the notes werepreviously automatically called, no further payments will be owed to you under the notes.Contingent Repayment of Principal at Maturity with Potential for Full Downside MarketO Exposure –At maturity, if the notes have not been automatically called and the final index level isgreater thanorequal tothe downside threshold, you will receive a payment equal to the face amountof your notes. If, however, the final index level isless thanthe downside threshold, you will receiveless than the face amount of your notes, if anything, resulting in a percentage loss on yourinvestment equal to the index return. You may lose your entire investment. The contingentrepayment of principal applies only if you hold the notes to maturity. Any payment on the notes,including any repayment of principal, is subject to the creditworthiness of GS Finance Corp. and TheGoldman Sachs Group, Inc.Determination date** July 10, 2028Stated maturitydate***Expected.**Subject to postponement.Notice to investors: the notes are a riskier investment than ordinary debt securities. GS Finance Corp. is not necessarily obligated to repay the face amount of the notes at maturity, and the notes may have the same downside market risk as the index. This marketrisk is in addition to the credit risk of GS Finance Corp. and The Goldman Sachs Group, Inc. You should not purchase the notes ifyou do not understand or are not comfortable with the significant risks involved in investing in the notes.You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of GSFinance Corp. and The Goldman Sachs Group, Inc. See page PS-11.Key Terms * The call return is based on a per annum rate and will vary depending on whether, and if automatically called, the call payment date on which, thenotes are called.The estimated value of your notes at the time the terms of your notes are set on the trade date is expected to be between $9.50 and $9.80 per $10 face amount. For a discussion of the estimated value and the price at which Goldman Sachs & Co. LLC would initially buy or sellyour notes, if it makes a market in the notes, see page PS-2.Original issue priceUnderwriting discountNet proceeds to the issuer 100.00% of the face amount1.75% of the face amount98.25% of the face amountNeither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accu